Regulation S Depository Note

Regulation S Depository Note. It is contemplated that beneficial interests in the Senior Notes owned by qualified institutional buyers (as defined in Rule 144A under the Securities Act) ("QIBs") or sold to QIBs in reliance upon Rule 144A under the Securites Act will be represented by one or more separate Depository Notes registered in the name of Cede & Co., as registered owner and as nominee for DTC; beneficial interests in Senior Notes sold to foreign purchasers pursuant to Regulation S under the Securities Act will be... evidenced by one or more Depository Notes (each a "Regulation S Depository Note") and will be registered in the name of Cede & Co., as registered owner and as nominee for DTC for the accounts of Euroclear and Clearstream Banking, societe anonyme ("Clearstream Luxembourg"); prior to the 40th day after the initial issuance of the Senior Notes, beneficial interests in a Regulation S Depository Note may be held only through Euroclear or Clearstream Luxembourg; Senior Notes acquired by institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("IAIs") and other eligible transferees, who are not QIBs and who are not foreign purchasers pursuant to Regulation S under the Securities Act, will be in certificated form. View More